"The record features many of the musicians from 2002's Sea Change, including Justin Meldal-Johnsen, Joey Waronker (currently of Atoms for Peace), Smokey Hormel, and Roger Joseph Manning Jr. Beck described the record as coming from the tradition of "California music" and said, "I'm hearing the Byrds, Crosby Stills and Nash, Gram Parsons, Neil Young—the bigger idea of what that sound is to me."